It's Not What It Looks Like
by Memefilled
Summary: Shelby/Quinn mention of Quinn/Rachel


**A/N: I know got a few prompts to fill for people and don't worry I will do it. I just had to get this one out. Enjoy!**

Quinn sighed wiping annoyingly at the trickle of sweat against on her forehead as her feet carried her closer to her destination. Her heavy backpack against her shoulder weighting her down the blonde once more tries adjusting the strap of her bag for the umpteenth of times, rolling her eyes she decided to just hold the strap between her fisted hand.

After a few minutes of walking she finally reached her destination smiling in relieve her knuckles rapped against the oak door and waited for a reply.

She didn't have to wait long before the oak door opens, revealing a barely clothed brunette woman in her mid 30s and Quinn's eyes instantly widens at the lack of clothing.

"Aft-afternoon Miss Corcoran." She swallows hard feeling the sweat on her forehead increasing.

"Hi Quinn," the woman purrs leaning her body against the doorframe staring down at the young girl with sultry gaze. "To what do I owe the pleasure of your company?" She questions her speech still laced with flirtatious.

"Uhm, I eh..." The girl splutters her eyes having a hard time trying to stay focus and not to trail at the woman's exposed legs.

The woman smirks loving the affect she was having on the girl.

"Why don't you come in Quinn" she indicates stepping aside to let the blonde girl in.

Once inside, the door was shut and Quinn gulps as she was now aware of how close she was with the woman.

"Is R-Rachel around?" The girl questions feeling her eyes unable to focus on anything else but shelby's boobs that was sticking out of her chest.

"Oh Rachel? She just popped out for a few minutes. But she said she wouldn't be long so maybe you should wait for her." Quinn almost cursed at that, she rather the brunette been here so they can get this project done already.

/

"That was Rachel on the phone, she said she's running a little late." The brunette women speak placing a cold drink in front of the teen.

Quinn's wondering eyes following her chest that was practically in her line of sight and shifted in her seat feeling herself hit up and her member stir in her pants.

Shelby smirks seeing the action in the corner of her eyes.

"So Quinn," she starts sitting next to the blonde her perfectly manicured hand placed on the girl's lap near her crotch. "How's school going?"

"F-fine." Quinn replies staring at the hand that started drawing lazy patterns on her pants covered leg.

She watched curiously as well as older woman trails her hand toward the zipper of her pants and made a motion of twisting the zip between her fingers .

"Hmm, so tell me Quinn," she starts glancing up at said girl and smirked at the want she saw in her eyes. "Have you ever been sucked by an older woman" her question was more of a statement as her lips clapped against Quinn's earlobe and sucked gently.

"Miss Corcoran, I-" she starts moaning in the process but was cut off by the older women.

"Shhh," Shelby whispers her fingers pressed against the girl's parted lips then she slowly dragged it down catching the bottom lip between her fingers and tagging on it. As she did this her other hand grasps at the visible bulge in Quinn's pants making her hiss in pleasure. Shelby smirks before her lips wondered to the girl's ears and whispers. "You're so fucking hard." Quinn almost cummed in her boxers at the hot breath against her skin then she whimpered as Shelby sucked once more on her earlobe.

"Does that feel good?" She hummed her teeth biting softly at the soft skin while her hand palmed the girl's dick through her pants.

Quinn unable to speak nods dumbly as her breathing increases.

Slowly Shelby dragged the blonde's zipper down, the girl shivers as warm hand grace on her bulge she watched Shelby unbutton her pants bringing the fabric down a little to expose her boxers brief. The older woman glances up at her briefly before returning her gaze back down before her hand disappeared inside her brief and pulled her harden dick out. The blonde moans a little as Shelby palms her cock she didn't have time to grasp the feeling before feeling warmth envelop her dick as Shelby lows her head and wrapped her plump lips around the red pulsing dick and sucked dedicatedly.

"Shit! Fuck!" Quinn groans as Shelby swallows around the girl's grift, inch by inch she watched her dick disappear inside Shelby's mouth down her throat and Quinn has to say she has never experience such thing before as Shelby's throat adjusted around her dick humming in approval making Quinn's whole body vibrate.

The blonde smiles widely closing her eyes enjoying the feeling of having her dick buried deep in Shelby's throat the woman slurping around the grift making Quinn moan happily.

"Oh fuck yes, suck my dick!" She moans her eyes closed tight an even wider smile on her face grasping onto full brunette locks and pushing her even more into her, her hips started rotating moving around to fuck Shelby's face. "Oh I'm gonna cum, shit shit!" She sighs in content as she felt herself blow inside the woman's mouth.

Shelby welcomed the sweet taste of the girl's cum in her mouth giving a finally suck on the pulsing head before pulling away and smirking at the flushed blonde.

"Up." Shelby instructs without waiting for Quinn to do so tagged the girl up by her top, when they were face to face the brunette crushed they lips together moaning at the feel of the girl's soft lips against hers and the blonde moaned tasting herself against Shelby's lips. Shelby's lips tasted sweet and so soft and so different compare to the girls she has kissed Rachel including maybe because Shelby was much older.

"You're not dating my daughter, are you Quinn" Shelby questions after pulling her lips away from the girl, she watched in amusement as the girl shook her head unable to speak.

"W-we're just friends." Shelby smirks, if they were just friends that meant they had a little arrangement going on because she seemed to remember coming home and hearing the moan of her daughter encouraging the blonde to go faster.

"Good." Then she pulled her lips once more with hers kissing her with everything she has and Quinn almost fainted.

Shelby pulled away dropping the barely there clothing she had one exposing her boobs, at this Quinn gulps her eyes wide as they fixed on perky boobs with harden nipples. The blonde licked her lips at the sight feeling herself harden again.

As if reading the girl's thoughts the brunette woman grabs Quinn's hands and presses them on her boobs, Quinn gasps she can't believe how soft Shelby's boobs was. She stared up at the woman as if asking for permission and the woman seemed to understand her unasked question and nods and that was all the permission she needed as she lowest her head down taking the nipple into her mouth and sucking greedily.

"Oh yes!" The brunette hiss pleasurably throwing her head back as her fingers borrowed into blonde trends in order to pull her even deeper into her.

Quinn darts her tongue out and swirl it around the nipple before taking it softly between her teeth and pulling.

"Hmm yes, God I'm so wet." Shelby groans her hand travelling down her body until it disappeared between her legs and gasps.

Quinn pulls her lips away from the nipple letting it go with a pop before moving onto the other one and sucking and biting on it.

"I need you Quinn, I need you to fuck me!" Shelby grows ripping the girl's mouth away from her boobs and making a move of undressing the girl.

Now that Quinn stood naked before her Shelby regarded the girl with a hooded look in her and grabs her around the neck forcing they lips together before pulling away.

"Fuck me!" She growls pushing the blonde back on the couch a little forceful.

She kneels in front of Quinn's spread legs her face coming face to face with Quinn's rigged dick. She let her tongue lick on the dripping pre-cum on the pulsing head before pulling away and turning around. With this position she slowly lowers herself on Quinn's dick moaning as the blonde's grift enters her dripping core to the hilt.

"Shit!"

"Fuck!"

Both whimpers at the same time staying still to accommodate around each other, after a moment Shelby started buckling her hips in slow movement.

"Hmm, yes Quinn just like that." Her head throws backward at the younger girl's massaging of her boobs.

The blonde suddenly found encourage she didn't know she had and started twisting the harden nipples between her fingers the whole time looking at Shelby's pleasured face. Deciding to be bold she crotched down and took a nipple in her mouth and starter sucking softly and greedily.

"Oh god!" Shelby cries threading her fingers in blonde hair pulling Quinn's face even closer to her chest.

Quinn moans between her feast as her hand massage the other boobs , after a while she switched side and have the same attention to the other boobs as she did the other one.

/

Now both naked in the living room the brunette pushes Quinn back down so she was sat on the couch before kneeling down in front of her. Quinn watched with excite sing eyes as Shelby positions in front of her dick that stood throbbing painfully, she wanted nothing more than to be touched.

Shelby seeks down on her knees smirks before letting her mouth wrap around the pulsing head and sucked gently.

"Oooh fuck!" The blonde hiss and moan.

The older brunette made a motion of swallowing the blonde whole inside her mouth until the head of her penis was touching the back of the older woman's throat and she hummed giving the shaft a fiction as her throat muscle worked around the meat.

"Fuck!" The blonde groans looking down at Shelby with admiring eyes. She realise what they said about older experience woman are true as Shelby lets her out with a pop dragging her tongue against her penis before swirling it on the pulsing red head just before swallowing it back inside her mouth once more. She then starts stroking the cock in her hand before gently sucking on the blonde's testicles.

"Oh god Shelby." Quinn's hips thrust forward her hands fisting full brunette strands and the brunette moves her mouth back to Quinn's dick and sucked.

/

"Hmm, come on Quinn. Fuck me." Moaned Shelby fingers buried deep inside her dripping core.

Quinn stood in front of her stroking her harden cock getting herself ready. The blonde smirks moving toward the woman. Placing one of her hand against the top of the couch one of her leg bend beside Shelby who laid spiral against it legs open wide giving Quinn a good view of her dripping centre. The blonde uses her other hand to guide her dick toward the welcoming pussy slowly running the red of her cock against Shelby's clit before driving it inside the opening hole.

"Oh fuck, fuck! That feels so good!"

The two moved together as Shelby bounces up and down the blonde's dick moaning and screaming loudly. Quinn sat up a little moved her hands toward Shelby's chest and pressed them against her boobs before she started folding with them, twisting the nipples between her fingers driving the woman wild.

"Oh yeah fuck yeah, fuck me!" Moaned Shelby her hips rounding around in circled motion.

"Oh fuck, get up," Quinn instructs horsely and the brunette reluctantly got up despite the emptiness she felt after having the shaft pull out of her however she didn't have a lot of time to dwell as the blonde suddenly instructed her to get on her fours, the woman didn't hesitate to do just that and Quinn moved behind Shelby with a spank at the woman's ass she thrust her dick into the dripping wet pussy moaning elatedly.

"Fuck Quinn, faster." Moaned Shelby and the blonde did just take thrusting in faster and deeper her hands taking a hold on the woman's waist to hold her steady.

"Oh god I'm going to cum!" Screamed the woman and Quinn made grunting noise of approval.

"Do you like that..." Quinn grunts her thrust becoming short and unsteady.

Unable to reply the brunette only managed to make inaudible noises.

Quinn's hand trailed down to the woman's front cupping her sex between her fingers rubbing at the throbbing clit making Shelby cry out aloud.

"Quinn God!"

"I love the sound of my name from your mouth." She bent down and crashed they together in a searing kiss of tongues. After a while she pulled away and slapped Shelby's ass cheek once more.

"I'm cumming!" Screamed the older woman as she hits her climax her walls tightening and squeezing Quinn's dick which made her explode inside the woman.

"Mum I'm back" any cry of satisfaction the two were about to let out died on their tongue at the appearance of Rachel who stood jaw dropped staring wide eyes at her mum and friend (with benefit) in compromising position.

"What the fuck!"

"It's not what it looks like!"


End file.
